Until recently, Type 2 diabetes (T2DM) was considered an adult disease. Increasing numbers of children and adolescents, primarily of African- American and Hispanic ethnicity, have been diagnosed with T2DM. The increased incidence of T2DM among children is a serious problem with significant implications for future morbidity and mortality from micro- and macro-vascular complications. Mean age of onset is 13.5 years. This is an especially severe problem in children from ethnic minority groups who are considered difficult to reach. Three risk factors have been associated with T2DM in children: family history of diabetes, obesity, and the presence of acanthosis nigricans. Of these, only obesity is preventable of reduce obesity. Prevention involves the adoption of healthy dietary and physical activity lifestyle behaviors that prevent or reduce obesity. Sixth grade is an important time for prevention because these children assume more responsibility for dietary and physical activity choices. School-based programs offer the best hope of reaching large numbers of these children and educating them to reduce their tasks. Family involvement is important, as the family provides the home environment and support for the dietary and physical activity behaviors. We propose to develop, implement, and evaluate a 5 component middle school-based intervention based on Social Cognitive Theory, targeting African-American and Hispanic children beginning at 11 years of age (6th grade) to reduce T2DM risks. Within the school environment, a cafeteria-based dietary intervention will promote water fruit, 100% fruit juice, vegetable and lower fat food consumption. 2. A physical education (PE) program will promote maintaining moderate to vigorous physical activity during a majority of the PE class period. 3. A club (to be named for focus groups) will be created during the school lung period under the sponsorship of the school nurse, and used to conduct behavior change activities encouraging water, fruit, 100% juice, vegetable, and lower fat food consumption and regular physical activity outside of school. These clubs will meet twice a month the first year, and monthly during the second and third years (7th and 8th grade), and use an intervention booklet that includes a photo novela like story line with goal setting and problem solving activities. 4. A series of 8 short video tapes on parenting in regard to children's healthy dietary and physical activity behaviors will be produced in English and Spanish, and mailed to the parents of the at risk students. 5. A motivational interview will be conducted with parents of the target child at baseline. Insulin sensitivity, weight, dietary and physical activity behaviors will be measured 4 times: baseline, after 1 year of intervention, and after the second and third years of intervention. We have substantial experience in designing, implementing, and evaluating behavioral change programs with children and their parents in both these ethnic groups. his theory-based program has the potential to enable youth to reduce their risks for T2DM. Tests of the proposed hypotheses will identify key variables mediating the intervention effects, and thereby elucidate our understanding of how behavior change programs work.